Sec Form 4 Filing - Gould Gregory A @ CYTODYN INC - 2015-12-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gould Gregory A 2. Issuer Name and Ticker or Trading Symbol CYTODYN INC [ CYDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1111 MAIN STREET, SUITE 660 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2015 (Street) VANCOUVER, WA98660 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (right to buy) $ 2 12/21/2015 D( 1 ) 50,000 ( 2 ) 08/08/2016 Common Stock 50,000 ( 1 ) 0 D Stock Options (right to buy) $ 2 12/21/2015 A( 1 ) 50,000 ( 2 ) 08/08/2021 Common Stock 50,000 ( 1 ) 50,000 D Stock Options (right to buy) $ 1.55 12/21/2015 D( 1 ) 25,000 ( 2 ) 06/01/2017 Common Stock 25,000 ( 1 ) 0 D Stock Options (right to buy) $ 1.55 12/21/2015 A( 1 ) 25,000 ( 2 ) 06/01/2022 Common Stock 25,000 ( 1 ) 25,000 D Stock Options (right to buy) $ 0.975 12/21/2015 D( 1 ) 50,000 ( 3 ) 06/01/2020 Common Stock 50,000 ( 1 ) 0 D Stock Options (right to buy) $ 0.975 12/21/2015 A( 1 ) 50,000 ( 3 ) 06/01/2025 Common Stock 50,000 ( 1 ) 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gould Gregory A 1111 MAIN STREET, SUITE 660 VANCOUVER, WA98660 X Signatures /s/ Michael D. Mulholland, as attorney-in-fact 12/23/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transactions involve the amendment of certain outstanding options to extend the expiration date of each by a period of five years, resulting in (for purposes of Section 16 of the Exchange Act of 1934, as amended) the deemed cancellation of the "old" option and the grant of a replacement option. There have been no changes in the exercise prices of such options, which were all at or above the closing sale price of the issuer's common stock as of the date of the reported transactions. ( 2 )Such options were fully vested and exercisable as of the date of the reported transactions. ( 3 )Such options were originally granted on June 1, 2015 and provide for vesting in four equal quarterly installments commencing on September 1, 2015.

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